<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
NEUROGEN CORPORATION
(Exact name of issuer as specified in charter)
35 Northeast Industrial Road
Branford, Connecticut 06405
(Address of principal executive offices)
Issuer's telephone number, including area code: (203) 488-8201
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of security: Common Stock, par value $.025 per share
2. Number of shares outstanding before the change: 10,138,833 Shares
3. Number of shares outstanding after the change: 12,638,833
Shares
4. Effective date of change: August 22, 1995
5. Method of change: Public Offering
Brief description of transaction: Neurogen Corporation issued and sold
2,500,000 shares of its Common Stock, par value $.025 per share (the "Shares")
to the public pursuant to Registration Statement No. 33-60929 on Form S-3 filed
with the Securities and Exchange Commission.
II. CHANGE IN NAME OF ISSUER
Not applicable.
Date: August 29, 1995
/s/ STEPHEN R. DAVIS
---------------------------
Stephen R. Davis
President-Finance and Chief Financial
Officer
